Quarterly Report for Quarter Ending March 31, 2026 (Form 10-Q)

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following information should be read in conjunction with our financial statements and related notes thereto included in Part I, Item 1, above.

Forward Looking Statements

Certain matters discussed herein are forward-looking statements. Such forward-looking statements contained in this Form 10-Q involve risks and uncertainties, including statements as to:

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our future strategic plans

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our future operating results;

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our business prospects;

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our contractual arrangements and relationships with third parties;

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the dependence of our future success on the general economy;

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our possible future financing; and

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the adequacy of our cash resources and working capital.

From time to time, we or our representatives have made or may make forward-looking statements, orally or in writing. Such forward-looking statements may be included in, but not limited to, press releases, oral statements made with the approval of an authorized executive officer or in various filings made by us with the Securities and Exchange Commission. Words or phrases "will likely result", "are expected to", "will continue", "is anticipated", "estimate", "project or projected", or similar expressions are intended to identify "forward-looking statements". Such statements are qualified in their entirety by reference to and are accompanied by the above discussion of certain important factors that could cause actual results to differ materially from such forward-looking statements.

The risks identified here are not all inclusive. New risk factors emerge from time to time and it is not possible for management to predict all of such risk factors, nor can it assess the impact of all such risk factors on the company's business or the extent to which any factor or combination of factors may cause actual results to differ materially from those contained in any forward-looking statements. Accordingly, forward-looking statements should not be relied upon as a prediction of actual results.

The financial information set forth in the following discussion should be read with the financial statements of BioForce NanoSciences Holdings, Inc. included elsewhere herein.

Business

BioForce Nanosciences Holdings, Inc. ("BioForce or the "Company") was previously in the business of manufacturing nano-particular measurement devices and molecular printers, but due to a lack of profitability, the subsidiary of the company that owned that technology filed for bankruptcy. That subsidiary and related technology was later bought out of bankruptcy by an unrelated third party. Subsequently, new management came into the Company to pursue a better business model and now the Company's mission is to become a leading provider of natural vitamins, minerals and other nutritional supplements, powders and beverages, formulated to promote a healthier lifestyle for active individuals in all age ranges. The Company private labels products with key distributors and manufacturing providers.

BioForce entered into the supplement business in or about 2015. These supplements, powders and beverages offer vitamins and minerals to complement a healthy intake of protein and carbohydrates for active individuals and participants in sports.

BioForce is working on its business model and it is in the process of establishing a dynamic marketing campaign to achieve brand awareness of its product offerings to drive business growth through sales of nutrition supplements to retailers, sporting goods retailers, supermarkets, mass merchandisers, and online. BioForce currently markets its products through social media and telemarketing. The Company plans to expand marketing efforts with a direct marketing and B2B (Business to Business) sales campaign, with the eventual expectation to expand throughout the entire United States.

The Company proactively seeks to expand its "BioForce Eclipse" nutritional powder for use into households throughout the U.S., and the Company will approach retail stores, including health food and sporting goods stores to create a vendor relationship. During this phase, the Company will continue to try to advance its social media platform with direct online and targeted advertisements to health conscience individuals.

Nutrition retailers, grocery stores, retail pharmacies, and online stores, like Amazon, will be important channels for the Company's Eclipse product-lines. In The USA, there are thousands of direct outlets like grocery stores, pharmacies, hospitals, department stores, medical clinics, surgery clinics, universities, nursing homes, prisons, and other facilities which are all targets of potential sales of the vitamin and mineral supplemental products.

BioForce Nanosciences Holdings, Inc. sells the BioForce Eclipse powder multivitamin and mineral supplement without non-compete and non-disclosure agreements. The Company currently private labels the powder through a manufacturer located in Virginia. The Company has a Supplier Agreement with this manufacturer that gives the Company non-exclusion rights to market the product. The distributor owns the rights to the formula for this product. If the Company can source product in a more cost-effective way without diminished quality, the Company would evaluate such opportunities when presented. Currently, the distributor who provides the private label powder provides "Consignment Terms," which allows us to only pay for the product when it is sold.

The FDA has rules regarding the fitness for consumption of foods as well as vitamins and supplements sold to the public, and those laws apply to our product. However, our product does not require pre-clearance like a drug in order to be sold into the marketplace.

The Company in May 2020, formed a wholly-owned subsidiary, Element Acquisition Corporation, a Wyoming corporation,with unlimited common shares authorized, par value $0.001. Element Acquisition Corporation was formed to pursue potential acquisitions in the media, entertainment, media technology and sports sectors.

The Company on October 15, 2020 changed the name of its wholly-owned subsidiary Element Acquisition Corporation, a Wyoming corporation, to BioForce Nanosciences Holdings, Inc., a Wyoming corporation. Management intends to redomicile BioForce Nanosciences Holdings, Inc., a Nevada corporation, into a Wyoming corporation using its wholly-owned BioForce Nanosciences Holdings, Inc., a Wyoming corporation as the entity for the redomicile corporate action.

On December 14, 2021, the Company changed the name of its wholly-owned subsidiary, BioForce Nanosciences Holdings, Inc., a Wyoming corporation, to its new name, Element Global, Inc.

Memorandum of Understanding ("MOU")

June 02, 2021, Bioforce Nanosciences Holdings, Inc. entered into another Memorandum of Understanding (MOU) with Element Global, Inc. (ELGL), a Utah Corporation. This MOU contemplates a proposed transaction between the entities that provides for BFNH to acquire all of the assets controlled by ELGL. The closing of the transaction is subject to due diligence and the execution of a definitive agreement. As of the date of this filing the MOU is still active.

Transfer Agent

Our transfer agent is Transfer Online, Inc. whose address is 512 SE Salmon Street, Portland, Oregon 97214, and telephone number (503) 227-2950.

Company Contact Information

Our principal executive and subsidiary offices are located at 2020 General Booth Blvd., Unit 230, Virginia Beach, VA 23454, telephone (757) 306-6090. The information to be contained in our Internet website, www.bioforceeclipse.com, shall not constitute part of this report.

Current Directors

The following table provides information concerning our officers and directors. All directors hold office until the next annual meeting of stockholders or until their successors have been elected and qualified.

Merle Ferguson	Director
Richard Kaiser	Director/CFO/Secretary
Steve Gagnon	Co-CEO
John LaViolette	Co-CEO
Sasha Shapiro	President

Management's Discussion and Analysis of Financial Condition and Results of Operations

Overall Operating Results:

Three Months - Three Months Ended March 31, 2026 and 2025 - Unaudited Statements

The Sales Revenue from the Company's BioForce Eclipse vitamin supplements for the three months ended March 31, 2026 and for the three months ended March 31, 2025 were $-0- and $-0-, respectively. During the three months ended March 31, 2026 and 2025 the Company received no orders, -0- units of its Bioforce Eclipse supplement product.

The Cost of Goods Sold for the three months ended March 31, 2026 and 2025 was $-0- .

Gross Margins for the three months ended March 31, 2026 and 2025 was 0% from the sale of -0- units of the BioForce Eclipse supplement product.

Gross Profit for the three months ended March 31, 2026 and 2025 was $-0- .

Operating expenses for three months ended March 31, 2026 totaled $117,733 from Board of Director compensation and General and Administrative Expenses, compared to $133,455 for the three months ended March 31, 2025. This decrease in March 31, 2026 compared to the same period ended March 31, 2025 was attributed to lower General and Administrative Expenses.

Net Loss:

Net loss for the three months ended March 31, 2026 and 2025 were $102,411 and $934,650, respectively. During the period ending March 31, 2026, the Company recoreded Other Income from a legal settlement in the amount of $15,322.

Liquidity and Capital Resources:

As of March 31, 2026, the Company's assets totaled $6,347 which consisted of Cash. Our total liabilities were $727,301 from accounts payable and accrued expenses, accrued director compensation expenses and amounts due to related parties. As of March 31, 2026, the Company had an accumulated deficit of $162,514,528 and working capital deficit $720,954.

For the Quarter ended March 31, 2026, net cash provided by operations of $7,088 was the result of a net loss for the period of $102,411, from an increase in Accounts Payables and Accrued Expenses of $8,249, and from an increase in accrued Board of Directors' and Officer Compensation of $101,250.

For the Quarter ended March 31, 2025, net cash used in operations of $15,215 was the result of a net loss for the period of $934,650, from loss on liability settlement of $802,000, an increase in Accounts Payables and Accrued Expenses of $12,492, and from an increase in accrued Board of Directors' and Officer Compensation of $105,750.

As indicated herein, we need capital for the implementation of our business plan, and we will need additional capital for continuing our operations. We do not have sufficient revenues to pay our operating expenses at this time. Unless the Company is able to raise working capital, it is likely that the Company will either have to cease operations or substantially change its methods of operations or change its business plan (See Note 4 in Financial Statements).

BioForce NanoSciences Holdings, Inc. does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company, or any of its subsidiaries' operating results, financial position, or cash flow.

Cash Used In Operating Activities

Net cash provided by operating activities for the three months ended March 31, 2026 was $7,088, and March 31, 2025, net cash used in operating activities was $15,215.

Cash Flows from Investing Activities

Net cash used in investing activities was $-0- for both the three month periods ended March 31, 2026 and 2025.

Cash Provided by Financing Activities

Net cash used in financing activities was $1,527 for three months ended March 31, 2026 from the payments made to Related Parties, and Net cash provided by financing activities was $28,152 for three months ended March 31, 2025, from proceeds from Related Parties.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements.

New Accounting Pronouncements

BioForce Nanosciences Holdings, Inc. does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company, or any of its subsidiaries' operating results, financial position, or cash flow.

Accounting Principals

Our consolidated financial statements and accompanying notes are prepared in accordance with generally accepted accounting principles in the United States. Preparing financial statements requires management to make estimates and assumptions that impact the reported amounts of assets, liabilities, revenue, and expenses. These estimates and assumptions are affected by management's application of accounting policies. Critical accounting policies include revenue recognition and impairment of long-lived assets.

Revenue Recognition

In accordance with ASC Topic 606, Revenue from Contracts with Customers ("ASC 606"), revenues are recognized when control of the promised goods or services is transferred to our clients, in an amount that reflects the consideration to which we expect to be entitled in exchange for those goods and services. To achieve this core principle, we apply the following five steps: (1) Identify the contract with a client; (2) Identify the performance obligations in the contract; (3) Determine the transaction price; (4) Allocate the transaction price to performance obligations in the contract; and (5) Recognize revenues when or as the company satisfies a performance obligation.

We adopted this ASU on January 1, 2018. Although the new revenue standard is expected to have an immaterial impact, if any, on our ongoing net income, we did implement changes to our processes related to revenue recognition and the control activities within them.

Preferred Stock

BioForce Nanosciences Holdings, Inc. is authorized to issue 100,000,000 shares of preferred stock, par value at $0.001 per share. Based on the amended Articles of Incorporation the Company has 10,000,000 Series 'A' Preferred which have voting and conversion rights of 100 common shares, par value $0.001; leaving a balance of 90,000,000 "Blank Check" Preferred. There are no Series 'A' Preferred shares issued or outstanding.

Going Concern

We have incurred net losses since our inception. We anticipate incurring additional losses before realizing growth in revenue and we will depend on additional financing in order to meet our continuing obligations and ultimately to attain profitability. Our ability to obtain additional financing, whether through the issuance of additional equity or through the assumption of debt, is uncertain. Accordingly, our independent auditors' report on our financial statements for the year ended December 31, 2025 includes an explanatory paragraph regarding concerns about our ability to continue as a going concern, including additional information contained in the notes to our financial statements describing the circumstances leading to this disclosure. The financial statements do not include any adjustments that might result from the uncertainty about our ability to continue our business.